Common use of Transfers in Compliance with Law; Substitution of Transferee Clause in Contracts

Transfers in Compliance with Law; Substitution of Transferee. No transfer by any member of the Management Stockholder Group that would be permitted by Sections 2(a) and 2(b) may be made pursuant to this Agreement unless (i) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Annex II (other than if (x) the transfer is conducted pursuant to and in accordance with Sections 3, 4, or 5 hereof or (y) the transfer is conducted following the Initial Public Offering pursuant to and in accordance with Rule 144 (or any similar provision then in force) under the Securities Act or Section 6 hereof), (ii) the transfer complies in all respects with the applicable provisions of this Agreement, (iii) the transfer complies in all respects with applicable federal, state and foreign securities laws, including, without limitation, the Securities Act and (iv) the transfer complies with all applicable Company policies and restrictions (including any trading “window periods” or other policies regulating xxxxxxx xxxxxxx). Unless such requirement is waived in writing by the Company, no transfer by any member of the Management Stockholder Group may be made during the term of this Agreement (except pursuant to an effective registration statement under the Securities Act) unless and until such member has first delivered to the Company an opinion of counsel reasonably acceptable as to counsel and as to an opinion, in form and substance, to the Company (but which opinion delivery requirement may be waived as to any particular transfer in the discretion of the Board) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such transfer.

Transfers in Compliance with Law; Substitution of Transferee. No (a) Notwithstanding any other provision of this Agreement, no transfer by any member of the Management Stockholder Group that would be permitted by Sections 2(a) and 2(b) may be made pursuant to this Agreement Section 2 or Section 3 (except in an Exempt Transfer in the case of the following clauses (a) and (b)) unless (ia) if (1) to a Permitted Transferee or Partner Transferee or (2) in a transfer by any person other than a Major Stockholder, the transferee has agreed in writing executes, prior to be bound by the terms and conditions of this such transfer, a Transfer Agreement pursuant to an instrument substantially in the form attached hereto as Annex II (other than if (x) Exhibit A, which shall cause such transferee to be bound by the transfer is conducted pursuant to and in accordance with Sections 3, 4, or 5 hereof or (y) the transfer is conducted following the Initial Public Offering pursuant to and in accordance with Rule 144 (or any similar provision then in force) under the Securities Act or Section 6 hereof)obligations of this Agreement, (iib) the transfer complies in all respects with the applicable provisions of this Agreement, Agreement and (iiic) the transfer complies in all respects with applicable federal, federal and state and foreign securities laws, including, without limitation, the Securities Act and (iv) the transfer complies with all applicable Company policies and restrictions (including any trading “window periods” or other policies regulating xxxxxxx xxxxxxx)Act. Unless such requirement is waived in writing If requested by the Company, no transfer by any member of the Management Stockholder Group may be made during the term of this Agreement (except pursuant to an effective registration statement under the Securities Act) unless and until such member has first delivered to the Company an opinion of counsel reasonably acceptable as to counsel and as such transferring Stockholder shall be supplied to an opinionthe Company, in form and substanceat such transferring Stockholder's expense, to the Company (but which opinion delivery requirement may be waived as to any particular effect that such transfer in complies with the discretion of the Board) that neither registration nor qualification under the Securities Act applicable federal and applicable state securities laws is required in connection laws. Upon becoming a party to this Agreement, (i) the 102 9 Permitted Transferee or Partner Transferee of a Major Stockholder shall be substituted for and deemed to be, and shall enjoy the same rights and be subject to the same obligations as, the transferring Major Stockholder hereunder with respect to the Shares transferred to such transferPermitted Transferee or Partner Transferee, subject to the limitations of any voting proxy granted pursuant to Section 2.4(b) and (ii) the transferee shall be substituted for and deemed to be, and shall enjoy the same rights and be subject to the same obligations as, an Investor Stockholder hereunder with respect to the Shares transferred to such transferee, subject to the limitation of any voting proxy granted pursuant to Section 2.4(b).

Transfers in Compliance with Law; Substitution of Transferee. No transfer by any member of the Management Employee Stockholder Group that would be permitted by Sections 2(a) and 2(b) may be made pursuant to this Agreement unless (i) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Annex II (other than if (x) the transfer is conducted pursuant to and in accordance with Sections 3, 4, or 5 Section 3 hereof or (y) the transfer is conducted following the Initial Public Offering IPO Effectiveness Date pursuant to and in accordance with Rule 144 (or any similar provision then in force) under the Securities Act or Section 6 hereofAct), (ii) the transfer complies in all respects with the applicable provisions of this Agreement, (iii) the transfer complies in all respects with applicable federal, federal and state and foreign securities laws, including, without limitation, the Securities Act and (iv) the transfer complies with all applicable Company policies and restrictions (including any trading “window periods” or other policies regulating xxxxxxx xxxxxxx). Unless such requirement is waived in writing by the Company, no No transfer by any member of the Management Employee Stockholder Group may be made during the term of pursuant to this Agreement (except pursuant to an effective registration statement under the Securities Act) unless and until such member Employee Stockholder has first delivered to the Company an opinion of counsel (reasonably acceptable as to counsel and as to an opinion, in form and substance, substance to the Company (but which opinion delivery requirement may be waived as to any particular transfer in the discretion of the BoardCompany) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such transfer.

Transfers in Compliance with Law; Substitution of Transferee. No transfer by any member of the Management Stockholder Group that would be permitted by Sections 2(a) and 2(b) may be made pursuant to this Agreement unless (i) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Annex II (other than if (x) the transfer is conducted pursuant to and in accordance with Sections 3, 4, 5, 6 or 5 7 hereof or (y) the transfer is conducted following the Initial Public Offering IPO Effectiveness Date pursuant to and in accordance with Rule 144 (or any similar provision then in force) under the Securities Act or Section 6 hereofAct), (ii) the transfer complies in all respects with the applicable provisions of this Agreement, (iii) the transfer complies in all respects with applicable federal, state and foreign securities laws, including, without limitation, the Securities Act and (iv) the transfer complies with all applicable Company policies and restrictions (including any trading “window periods” or other policies regulating xxxxxxx xxxxxxx). Unless such requirement is waived in writing by the Company, no No transfer by any member of the Management Stockholder Group may be made during the term of this Agreement (except pursuant to an effective registration statement under the Securities Act) unless and until such member Management Stockholder has first delivered to the Company an opinion of counsel (reasonably acceptable as to counsel and as to an opinion, in form and substance, to the Company (but which opinion delivery requirement may be waived as to any particular transfer in the discretion of the BoardCompany) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such transfer.

Transfers in Compliance with Law; Substitution of Transferee. No transfer Notwithstanding the foregoing, no Transfer by any member of the any Management Stockholder Group that would be permitted by Sections 2(a) and 2(b) may be made pursuant to this Agreement unless (i) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Annex II (other than if (x) the transfer Transfer is conducted pursuant to and in accordance with Sections 3, 4, 5 or 5 6 hereof or (y) the transfer Transfer is conducted following the consummation of the Initial Public Offering pursuant to and in accordance with Rule 144 (or any similar provision then in force) under the Securities Act or Section 6 7 hereof), (ii) the transfer Transfer complies in all respects with the applicable provisions of this Agreement, (iii) the transfer Transfer complies in all respects with applicable federal, state and foreign securities laws, including, without limitation, including the Securities Act and (iv) the transfer Transfer complies with all applicable Company policies and restrictions (including any trading “window periods” or other policies regulating xxxxxxx xxxxxxx). Unless such requirement is waived in writing by Except with respect to Transfers pursuant to Section 2(b), Section 3, Section 4, Section 5 or Section 6 hereof, or any Transfer to the CompanyCompany or the Sponsor Group or its Affiliates, no transfer Transfer by any member of the Management Stockholder Group may be made during the term of this Agreement (except pursuant to an effective registration statement under the Securities Act) unless and until such member has has, if requested by the Company, first delivered to the Company an opinion of counsel reasonably acceptable as to counsel and as to an opinion, in form and substance, to the Company (but which opinion delivery requirement may be waived as to any particular transfer in the discretion of the Board) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such transferTransfer.

Transfers in Compliance with Law; Substitution of Transferee. No transfer by any member of the Management Stockholder Group that would be permitted by Sections 2(a) and 2(b) hereof may be made pursuant to this Agreement unless (i) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Annex II I (other than if (x) the transfer is conducted pursuant to and in accordance with Sections 3Section 3 or Section 4 hereof, 4(y) the transfer is to any member of the Sponsor Group or any member of the Company Group, or 5 hereof or (yz) the transfer is conducted following the Initial Public Offering pursuant to and in accordance with Rule 144 (or any similar provision then in force) under the Securities Act or Section 6 hereofAct), (ii) the transfer complies in all respects with the applicable provisions of this Agreement, (iii) the transfer complies in all respects with applicable federal, state and foreign securities laws, including, without limitation, the Securities Act and (iv) the transfer complies with all applicable Company Group policies and restrictions (including any trading “window periods” or other policies regulating xxxxxxx xxxxxxx). Unless such requirement is waived in writing by the Company, no transfer by any member of the Management Stockholder Group that is not a natural Person may be made during the term of this Agreement (except pursuant to an effective registration statement under the Securities Act) unless and until such member has first delivered to the Company an opinion of counsel reasonably acceptable as to counsel and as to an opinionopinion (email sufficient), in form and substance, to the Company (but which opinion delivery requirement may be waived as to any particular transfer in the discretion of the Board) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such transfer.

Transfers in Compliance with Law; Substitution of Transferee. No transfer by any member of the Management Employee Stockholder Group that would be permitted by Sections 2(a) and 2(b) may be made pursuant to this Agreement unless (i) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Annex II (other than if (x) the transfer is conducted pursuant to and in accordance with Sections 3, 4, or 5 Section 3 hereof or (y) the transfer is conducted following the Initial Public Offering IPO Effectiveness Date pursuant to and in accordance with Rule 144 (or any similar provision then in force) under the Securities Act or Section 6 hereofAct), (ii) the transfer complies in all respects with the applicable provisions of this Agreement, (iii) the transfer complies in all respects with applicable federal, federal and state and foreign securities laws, including, without limitation, the Securities Act and (iv) the transfer complies with all applicable Company policies and restrictions (including any trading “"window periods” " or other policies regulating xxxxxxx xxxxxxx). Unless such requirement is waived in writing by the Company, no No transfer by any member of the Management Employee Stockholder Group may be made during the term of pursuant to this Agreement (except pursuant to an effective registration statement under the Securities Act) unless and until such member Employee Stockholder has first delivered to the Company an opinion of counsel (reasonably acceptable as to counsel and as to an opinion, in form and substance, substance to the Company (but which opinion delivery requirement may be waived as to any particular transfer in the discretion of the BoardCompany) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such transfer.